CMBC Announcement

Announcement on the Resolutions of the 2008 AGM

2009-5-15

The 2008 Annual General Meeting of the Bank was convened on May 15, 2009 at Beijing Friendship Hotel. The meeting was convened by the Board of Directors and was presided over by Chairman Dong Wenbiao. 46 shareholders or proxies attended the meeting, representing 5,586,182,528 shares carrying effective voting rights, or 29.6774% of the total capital stock of the Bank. The meeting complied with the Company Law and the Articles of Association of the Bank.

The meeting passed the following resolutions by open ballot:

I. Resolution on 2008 Work Report of the BOD

II. Resolution on 2008 Work Report of the BOS

III. Resolution on 2008 Final Accounts Report

IV. Resolution on 2008 Profit Distribution Plan of the Bank

The Bank made statutory surplus reserves by 10% from the after tax profit according to the financial statements, or RMB 783 million. In compliance with the rules under the Administrative Measures of the Ministry of Finance for the Withdrawal of Reserves for Non-performing Debts of Financial Enterprises (Cai Jin [2005] No. 49) and the Notice of the Ministry of Finance on the Relevant Issues Concerning the Withdrawal of Reserves for Non-performing Debts (Cai Jin [2005] No. 90, the Bank made RMB 2.2 billion of general provisions. The distributable profit according to the financial statement amounted to RMB 5.956 billion. The Bank paid a cash dividend of RMB 0.8 (before tax) for every 10 shares of the total capital stock of 18,823,001,989 shares outstanding as at the closing on December 31, 2008, or a total of RMB 1.506 billion.

V. Resolution on 2009 Financial Budget Report

The target of the 2009 financial budget included: estimated total assets at RMB 1260 billion, balance of deposits at RMB 946 billion, total loans outstanding at RMB 777 billion, NPL ratio under 2%, and net profit at RMB 10.6 billion.

VI. Resolution on Continuing to Hire Accounting Firms for the Audit in 2009 and the Remunerations

The Bank continues to hire PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the accounting firm for the audit of the Bank’s financial statements in 2009, the term of appointment will be one year, and the total remunerations amounts to RMB 4.3 million (include but not limit to professional service charge, other miscellaneous expenses during professional service and relevant business taxes).

VII. Resolution on the Bank’s Financial Bonds and Subordinated Bonds Issuance Plans during 2009-2011

The meeting reviewed the Proposal on the Bank’s Financial Bonds and Subordinated Bonds Issuance Plans during 2009-2011, and approved the implementation of the plans.

1. The Bank was approved to issue RMB-denominated financial bonds in the inter-bank bonds market during 2009-2011, and the aggregated amount of the financial debts issued shall not exceed 15% of the total outstanding liabilities. The issuance will be implemented on a phase by phase basis. The total outstanding liabilities will be determined in reference to the outstanding liabilities in both domestic and foreign currencies as at the end of the previous year.

2. The Bank was approved to issue subordinated bonds in the inter-bank bonds market during 2009-2011 in accordance with the regulations stipulated by the regulatory authorities, the Bank’s demands in supplementary capital and market condition. The issuing amount shall be within the limit ruled by the regulatory authorities, e.g. the outstanding amount of subordinated bonds shall not exceed 50% of the Bank’s core capital. The issuance will be implemented on a phase by phase basis.

3. The BOD was authorized to handle relevant issues in relation to the financial bonds and subordinated bonds issuances, and the authorization validity period will be 36 months. The BOD authorized the management to organize the implementation of the financial bonds and subordinated bonds issuances, and to determine the time, method, phase, amount of the issuance, the interest rate type and term of the bonds, and the market and target of the issuances. The authorization validity period will be 36 months.

VIII. Resolution on Revising Certain Terms of the Articles of Association

The meeting reviewed the Proposal on Revising Certain Terms of the Articles of Association of the Bank, and decided to make the following revision on the relevant terms:

1. Former Article 127: “The Board of Directors consists of 18 directors, in which the number of independent directors shall not be less than 1/3 of the total, and there shall be 1 chairman and 1-2 vice chairman (chairmen).

The tenures of the chairman and vice chairman (chairmen) shall be 3 years, and they may continue to hold office when being re-elected.

The number of directors from senior executives shall not be less than 2 persons.”

is revised as: “The Board of Directors consists of 18 directors, in which the number of independent directors shall not be less than 1/3 of the total, and there shall be 1 chairman and several vice chairmen.

The tenures of the chairman and vice chairmen shall be 3 years, and they may continue to hold office when being re-elected.

The number of directors from senior executives shall not be less than 2 persons.”

2. Former Article 157: “The tenure of the President shall be 3 years, and may continue to hold office when being re-elected.”

is revised as: “The tenures of the president and vice presidents shall be 3 years, and they may continue to hold office when being re-elected. Generally, they shall not be consecutively reappointed for more than twice. However, they may be reappointed for consecutive 3 times when the BOD recognizes it’s necessary .

3. Former Article 158: “The situation that one shall not be director included in this Articles of Association is applicable to president and other senior executives.

In accordance with relevant rules, the qualifications of senior executives should be reviewed as required by China Banking Regulatory Commission. The rules included in this Articles of Association concerning directors’ duties of loyalty and diligence are also applicable to president and other senior executives.

The required age limit for the president and other senior executives is set at no more than 60 years old. Those who need to retain their positions due to special circumstances shall be additionally approved by the Board.”

is revised as: “The situation that one shall not be director included in this Articles of Association is applicable to president and other senior executives.

The required age limit for the president and other senior executives is set at no more than 60 years old. In principle, the Board shall not appoint those who are above 58 years old of age to be the president and other senior executives of the Bank. Those who need to retain their positions due to special circumstances shall be additionally approved by the Board.”

4. Former Article 172: “The Board Secretary shall be nominated by the Chairman and be appointed or dismissed by the Board. Director or other senior executive of the Bank may serve as the board secretary. When a director serves as the board secretary, and separate behaviors should be made as a director and the board secretary, the director and board secretary shall not act in dual identity. Accountant of the accounting firm, lawyer of the law firm hired by the Bank, and person in charge of the Bank’s financial departments shall not serve as the board secretary. The board secretary enjoys the same tenure as directors. ”

is revised as: “The Board Secretary shall be nominated by the Chairman and be appointed or dismissed by the Board. Director or other senior executive of the Bank may serve as the board secretary. When a director serves as the board secretary, and separate behaviors should be made as a director and the board secretary, the director and board secretary shall not act in dual identity. Accountant of the accounting firm, lawyer of the law firm hired by the Bank, and person in charge of the Bank’s financial departments shall not serve as the board secretary. The board secretary enjoys the same tenure as directors. Generally, the board secretary shall not be consecutively reappointed for more than twice. However, the board secretary may be reappointed for consecutive 3 times when the BOD recognizes it’s necessary. ”

5. Former Article 173: “The Bank has 1 chief financial officer, who is recommended by the chairman based on the nomination of the nomination committee, and is appointed or dismissed by the Board. As a senior executive of the Bank, the chief financial officer is responsible for and reports to the Board. The chief financial officer enjoys the same tenure as directors, and may be reappointed upon expiration. The Board may dismiss the financial officer for the proven breach of duty or incompetence.”

is revised as: “The Bank has 1 chief financial officer, who is recommended by the chairman based on the nomination of the nomination committee, and is appointed or dismissed by the Board. As a senior executive of the Bank, the chief financial officer is responsible for and reports to the Board. The chief financial officer enjoys the same tenure as directors, and may be reappointed upon expiration. Generally, the chief financial officer shall not be consecutively reappointed for more than twice. However, the chief financial officer may be reappointed for consecutive 3 times when the BOD recognizes it’s necessary. The Board may dismiss the financial officer for the proven breach of duty or incompetence.”

6. Former Article 192: “The Bank has a board of supervisors that is responsible for the shareholders’ meeting.

The Board of Supervisors consists of 9 supervisors, in which the number of external supervisors shall not be less than 2 persons, and the number of staff representatives shall not be less than 1/3 of the total numbers of supervisors.

The Board of Supervisors has 1 chief supervisor and 1 deputy chief supervisor, who shall be elected by more than half of all supervisors.

The chief supervisor convenes and presides over meetings of the Board of Supervisors; where the chief supervisor cannot perform such function or fails to do so, the meeting shall be convened and presided over by the deputy chief; and where the deputy chief cannot perform the function or fails to do so, the meeting shall be convened and presided over by a supervisor jointly elected by more than half of all supervisors.”

is revised as: “The Bank has a board of supervisors that is responsible for the shareholders’ meeting.

The Board of Supervisors has 1 chief supervisor and 1 deputy chief supervisor, who shall be elected by more than half of all supervisors.

The tenures of the chief supervisor and the deputy chief supervisor for each session board of supervisors are 3 years, respectively. They shall not be consecutively reappointed for more than twice. However, they may be reappointed for consecutive 3 times when the BOS recognizes it’s necessary

7. Former Article 269: “In the Articles of Association, the terms of "more than", "within" and "no more than" herein shall be inclusive whilst the terms of "under", "beyond", "below" and "exceeding" shall be exclusive.”

is revised as: In the Articles of Association, the terms of "more than", "within" and "no more than" herein shall be inclusive whilst the terms of "under", "beyond", "below" and "exceeding" shall be exclusive.”

The tenures of the chairman, deputy chairman, chief supervisor, deputy chief supervisor and senior executives referred in the Articles of Association commence from the date of approval on the revision of the Articles of Association.”

The voting results of the above resolutions are as the following:

Proposal	Affirmative	%	Negative	%	Abstention	（%）
1. 2008 Work Report of the BOD (Draft)	5,585,557,328	99.9839	900,010	0.0161	0	0
2. 2008 Work Report of the BOS (Draft)	5,584,657,318	99.9839	900,010	0.0161	0	0
3. 2008 Final Accounts Report (Draft)	5,584,657,318	99.9839	900,010	0.0161	0	0
4. Proposal on 2008 Profit Distribution Plan	5,583,426,328	99.9618	2,131,000	0.0382	0	0
5. 2009 Financial Budget Report (Draft)	5,584,657,317	99.9839	900,010	0.0161	0	0
6. Proposal on Continuing to Hire Accounting Firms for the Audit in 2009 and the Remunerations (Draft)	5,583,725,417	99.9672	901,910	0.0161	930,001	0.0167
7. Proposal on the Bank’s Financial Bonds and Subordinated Bonds Issuance Plans during 2009-2011	5,555,847,122	99.4681	29,406,505	0.5265	303,701	0.0054
8. Proposal on Revising Certain Terms of the Articles of Association	5,585,557,328	99.9839	900,010	0.0161	1	0

The 2008 Annual General Meeting was witnessed by Grandall Legal Group (Beijing) Office. In its Legal Opinion, the Office recognized that the convening procedures of the Bank’s 2008 AGM complied with laws, administrative rules and the relevant regulations under the Articles of Association, the qualifications of the participants and convener were legal and effective, and the voting procedures and voting results were legal and effective.

China Minsheng Banking Corp., Ltd.

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